================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                -----------------

                                 AMENDMENT NO. 1
                                       TO
                                   FORM 10-QSB

     (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

     ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

               Commission file number: 000-27841

                           CIRCLE GROUP INTERNET INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            ILLINOIS                               36-4197173
 (State or Other Jurisdiction of               (I.R.S. Employer
  Incorporation or Organization)              Identification No.)

                  1011 CAMPUS DRIVE, MUNDELEIN, ILLINOIS 60060
                    (Address of Principal Executive Offices)

                                 (847) 549-6002
                (Issuer's Telephone Number, Including Area Code)

         Check whether the issuer: (1) filed all reports required to be
        filed by Section 13 or 15(d) of the Exchange Act during the past
          12 months (or for such shorter period that the registrant was
           required to file such reports), and (2) has been subject to
                 such filing requirements for the past 90 days.

                                             Yes       No  X
                                                  ---     ---

      The registrant has a single class of common stock, of which there are
       23,554,915 shares issued and outstanding as of November 14, 2002.

         Transitional Small Business Disclosure Format (Alternative 2):
                                    Yes  X  No
                                        ---    ---


================================================================================



<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

Item 1.           Financial Statements

                   CIRCLE GROUP INTERNET INC. AND SUBSIDIARIES
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Circle Group Internet Inc. and subsidiaries (the "Company") is an Internet
company with e-finance, business consulting, e-tailer and software development
divisions.

A summary of significant accounting policies follows.

Presentation of Interim Information

In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the financial
condition and results of operations of the Company for the periods presented
have been included. Interim results are not necessarily indicative of results
for a full year. Certain information and footnote disclosures normally included
in the financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been omitted unless
significant changes have occurred since the Form 10-SB was filed. The
accompanying financial statements and notes thereto should be read in
conjunction with the Company's Form 10-SB.

Principle of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts of
Circle Group Internet Inc. and its subsidiaries, On-Line Bedding Corporation,
PPI Capital Corp., CGI Capital, Inc. (FKA CGI Securities, Inc.) Veridisc
Corporation and Fiber-Gel Technologies, Inc., after elimination of all
intercompany accounts and transactions. Certain prior period balances have been
reclassified to conform to the current period presentation.

New Accounting Standards

SFAS No. 143, Accounting for Asset Retirement Obligations, addresses financial
accounting and reporting for obligations associated with the Retirement of
tangible long-lived assets and the associated asset retirement costs. The
statement requires that the fair value of a liability for an asset retirement
obligation be recognized in the period it is incurred if a reasonable estimate
of fair value can be made. The associated retirement costs are capitalized as a
component of the carrying amount of the long-lived asset and allocated to
expense over the useful life of the asset. The statement is effective for
financial statements issued for fiscal years beginning after June 15, 2002
Management believes the adoption of the statement will not have a material
effect on the Company's financial statements.

In April 2002, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. This
Statement updates, clarifies and simplifies existing accounting pronouncements.
The provisions of this Statement related to the rescission of Statement No. 4
are to be applied for fiscal years beginning after May 15, 2002. Any gain or
loss on extinguishment of debt that was classified as an extraordinary item in
prior periods presented that does not meet the criteria in Opinion No. 30 for
classification as an extraordinary item should be reclassified. Provisions of
the Statement related to the amendment of Statement No. 13 should be applied for
transactions occurring after May 15, 2002, and all other provisions should be
applied for financial statements issued on or after May 15, 2002. Management
does not anticipate that the adoption of this Statement will have a significant
effect on the Company's financial statements.

<PAGE>

CIRCLE GROUP INTERNET INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 2002

                                 ASSETS

Current Assets
  Cash and cash equivalents                              $    129,008
  Accounts receivable                                          72,870
  Prepaid expenses                                             18,708
  Employee loans and advances                                  11,849
  Inventories                                                  46,576
                                                         ------------
    Total current assets                                      279,010
                                                         ------------

Property and Equipment, net of accumulated
  depreciation of $652,793                                    896,966
                                                         ------------

Other Assets                                                  132,000
  Investments
  Notes receivable, net of allowance for loan
   losses of $100,000                                              --
                                                         ------------
  Deposits and others                                          12,840
  Goodwill                                                    542,800
                                                         ------------
                                                              687,640
                                                         ------------
TOTAL ASSETS                                             $  1,863,616
                                                         ============

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities,
  Accounts payable and other liabilities                 $    475,298
  Capital lease obligation, current portion                     7,846
                                                         ------------
    Total current liabilities                                 483,144

Long-Term Debt
  Capital lease obligation                                    108,592
  Officer Loan                                                133,000
                                                         ------------
    Total long-term debt                                      241,592

    Total Liabilities                                         724,736
                                                         ------------
Stockholders' Equity
  Common stock, $0.00005 par value; 50,000,000
   shares authorized; 23,550,915 shares issued
   and outstanding                                              1,178
  Additional paid-in capital                               20,255,944
  Accumulated deficit                                     (19,106,973)
  Treasury stock, at cost                                     (11,269)
                                                         ------------
                                                            1,138,880
                                                         ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $  1,863,616
                                                         ============


See Notes to Consolidated Financial Statements.

<PAGE>
CIRCLE GROUP INTERNET INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

                                                    For Three Months ended          For Nine Months ended
                                                        September 30,                   September 30,
                                                    2002              2001          2002              2001
-----------------------------------------------------------------------------------------------------------

<S>                                           <C>             <C>             <C>             <C>
Revenues:
  Products                                    $    158,544    $    182,403    $    407,094    $    422,951
  Services                                          29,000           3,251          63,349          22,976
                                              ------------------------------------------------------------
                                                   187,544         185,654         470,443         445,927
                                              ------------------------------------------------------------
Cost of Revenues:
  Products                                         121,333         140,681         305,965         339,610
  Services                                         352,620         226,137       1,337,081         713,487
                                              ------------------------------------------------------------
                                                   473,953         366,818       1,643,046       1,053,097
                                              ------------------------------------------------------------
Operating expenses:
  Selling, general and administrative              479,730         519,785       1,626,571       2,066,681
  Reduction of long-lived assets                    50,000              --         143,145              --
  Impairment of investment in  consolidated
    associated companies                                --       1,000,000              --       1,000,000
                                              ------------------------------------------------------------
                                                   529,730       1,519,785       1,769,716       3,066,681
                                              ------------------------------------------------------------
     OPERATING (LOSS)                             (816,139)     (1,700,949)     (2,942,319)     (3,673,851)
                                              ------------------------------------------------------------

Other incomes (expenses):
  Other income                                       4,578           5,678           9,219           8,358
  Interest income                                    2,852          81,531          23,735         181,959
  Recovery of bad debt                                  --         200,000              --         200,000
  Realized gain (loss) on securities               317,704          (2,559)        314,538          (2,559)
  Interest Expense                                  (1,183)             --          (1,183)             --
  Loss on disposal of assets                       (16,413)             --         (16,413)             --
                                              ------------------------------------------------------------
                                                  (307,537)        284,650        (329,896)        387,758
                                              ------------------------------------------------------------

     NET (LOSS)                               $   (508,602)   $ (1,416,299)   $ (2,612,423)   $ (3,286,093)
                                              ============================================================
Loss per Share - Basic and Diluted            $      (0.02)   $      (0.07)   $      (0.12)   $      (0.17)
                                              ============================================================

Weighted Average Number of Shares               22,613,582      19,852,935      20,951,604      19,846,321

</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>
CIRCLE GROUP INTERNET INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
For Nine Months ended September 30,                                           2002             2001
-----------------------------------------------------------------------------------------------------
<S>                                                                       <C>            <C>
Cash Flows From Operating Activities:
  Net (loss)                                                              $(2,612,423)   $(3,286,093)
  Adjustments to reconcile net (loss) to net cash (used in) operations:
   Depreciation and amortization                                              161,449        196,566
   Stock issued for employee compensation                                           0        100,000
   Stock issued for services                                                  768,330         84,995
   Loss on disposal of assets                                                  16,413              0
   Realized (gain) loss on securities and investments                        (314,538)         2,559
   Reduction of long-lived assets                                             143,145              0
   Impairment of investments                                                        0      1,000,000
   Provision for loan loss                                                          0       (200,000)
   (Increase) decrease in:
     Accounts receivable                                                        2,183        (28,669)
     Interest receivable and others                                               778         86,262
     Investments-stock received for services                                        0      1,043,758
   Increase (decrease) in:
     Accounts Payable and Accrued Expenses                                    192,026       (293,057)
     Deferred revenue                                                               0     (1,043,758)
                                                                           -------------------------
   CASH FLOWS (USED IN) OPERATING ACTIVITIES                               (1,642,637)    (2,337,437)
                                                                           -------------------------

Cash Flows From Investing Activities:
  Employee loans and advances                                                   7,874          5,757
  Purchase of property and equipment                                           (2,685)      (228,305)
  Capitalized software development costs                                      (34,498)       (52,068)
  Proceeds from sales of securities and investments                           505,758         33,441
  Proceeds from disposition of property and equipment                         121,500              0
  Payment received from notes receivable                                            0        200,000
                                                                           -------------------------
   CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES                      597,949        (41,175)
                                                                           -------------------------

Cash Flows From Financing Activities:
  Exercise of warrants                                                         10,000              0
  Net proceeds from sales of stock                                            406,250              0
  Repayments on capital lease obligations                                      (5,062)             0
  Net proceeds on officer loans                                               133,000              0
                                                                           -------------------------
   CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                544,188              0
                                                                           -------------------------

     NET (DECREASE) IN CASH AND CASH EQUIVALENTS                             (500,500)    (2,378,612)

Cash and cash equivalents, at beginning of period                             629,508      3,569,090
                                                                           -------------------------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                               $   129,008    $ 1,190,478
                                                                           =========================

Supplemental Disclosures of Cash Flow Information:
  Cash (refund) paid for:
    Income taxes                                                          $         0    $   (84,179)
    Interest expense                                                      $       621    $         0
Supplemental schedule of noncash investing and financing activities:
  Conversion of notes receivable into investment                          $   132,000    $         0

  Capital lease obligation incurred for sales-leaseback assets            $   121,500    $         0

  Acquistion of business in equity                                        $   592,800    $         0

</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>


                  CIRCLE GROUP INTERNET INC. AND SUBSIDIARIES
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Presentation of Interim Information

The financial information at September 30, 2002 and for the three and nine
months ended September 30, 2002 and 2001 is unaudited, but includes all
adjustments (consisting only of normal recurring adjustments) that Circle Group
Internet Inc. ("Circle" or the "Company") considers necessary for a fair
presentation of the financial information set forth herein, in accordance with
accounting principles generally accepted in the United States ("U.S. GAAP") for
interim financial information, and with the instructions to Form 10-QSB and Item
310 (b) of Regulation S-B. Accordingly, such information does not include all of
the information and footnotes required by U.S. GAAP for annual financial
statements. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual Report on Form
10-KSB for the year ended December 31, 2001.

The results for the three and nine months ended September 30, 2002 may not be
indicative of results for the year ending December 31, 2002 or any future
periods.

Principle of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts of
Circle Group Internet Inc. and its subsidiaries, On-Line Bedding Corporation,
PPI Capital Corp., CGI Capital, Inc., Veridisc Corporation and Fiber-Gel
Technologies, Inc., after elimination of all intercompany accounts and
transactions. Certain prior period balances have been reclassified to conform to
the current period presentation.

New Accounting Standards

In April 2002, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. This
Statement updates, clarifies and simplifies existing accounting pronouncements.
The provisions of this Statement related to the rescission of Statement No. 4
are to be applied for fiscal years beginning after May 15, 2002. Any gain or
loss on extinguishment of debt that was classified as an extraordinary item in
prior periods presented that does not meet the criteria in Opinion No. 30 for
classification as an extraordinary item should be reclassified. Provisions of
the Statement related to the amendment of Statement No. 13 should be applied for
transactions occurring after May 15, 2002, and all other provisions should be
applied for financial statements issued on or after May 15, 2002. Management
does not anticipate that the adoption of this Statement will have a significant
effect on the Company's financial statements.

In July 2002, FASB issued Statement No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. The standard requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the standard include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operation, plant closing, or other exit or disposal activity. Previous
accounting guidance provided by EITF Issue No. 94-3, "Liability Recognition for
Certain employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring) is replaced by this
Statement. Statement 146 is to be applied prospectively to exit or disposal
activities initiated after December 31, 2002. Management does not anticipate
that the adoption of this Statement will have a significant effect on the
Company's financial statements.

<PAGE>


                   CIRCLE GROUP INTERNET INC. AND SUBSIDIARIES
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - CONTINUING OPERATIONS

The Company's consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. In the near
term, the Company expects operating costs to continue to exceed funds generated
from operations. As a result, the Company expects to continue to incur operating
losses and may not have enough money to grow its business in the future. The
Company can give no assurance that it will achieve profitability or be capable
of sustaining profitable operations. As a result, operations in the near future
are expected to continue to use working capital.

To successfully grow the individual segments of the business, the Company must
decrease its cash burn rate, improve its cash position and the revenue base of
each segment, and succeed in its ability to raise additional capital through a
combination of primarily public or private equity offerings or strategic
alliances. The Company also depends on certain important employees, and the loss
of any of those employees may harm the Company's business.

The Company has generated approximately $1,043,260 in additional operating
capital during the year through sales of its common stock in a private placement
offering, liquidation of investments, and sales and lease back of certain
property and equipment

NOTE 3 - ACQUISITION

On August 27, 2002, the Company acquired Fiber-Gel Technologies, Inc.
("Fiber-Gel"), a wholly owned subsidiary of Utek Corporation ("Utek"). Fiber-Gel
owns the exclusive, worldwide licensee to Z-Trim-an all natural,
carbohydrate-based fat replacement developed by the United States Department of
Agriculture's (USDA) Agricultural Research Service. Under the terms of the
acquisition, the Company issued 2,800,000 shares of the Company's common stock
valued at $504,000 using an average market price of $0.18 per share. The average
market price was based on the average closing price for a range of trading days
around the announcement date of the acquisition (August 27, 2002). The Company
also issued a warrant to Utek to purchase 500,000 shares of the Company's common
stock at an exercise price of $0.36 per share within 36 months of the date of
acquisition. The warrants were valued at $88,800 calculated using the
Black-Scholes option pricing model.

The total purchase cost of the acquisition is summarized as follows:

           Value of common stock issued                       $ 504,000
           Value of warrant issued                               88,800
                                                              ---------
            Total purchase price                              $ 592,800
                                                              =========

The purchase price allocation is as follows:

           Licensing agreement                                $  50,000
           Goodwill                                             542,800
                                                              ---------
            Total purchase price                              $ 592,800
                                                              =========

The acquisition was accounted for as a purchase transaction in accordance with
SFAS 141, and accordingly, the assets acquired were recorded at their estimated
fair value at the date of the acquisition. No tangible assets were acquired and
no liabilities were assumed from the acquisition. The results of operations of
Fiber-Gel have been included in the Company's financial statements subsequent to
the date of acquisition. Pro forma results of operations have not been presented
because the effect of the acquisition was not material.

<PAGE>


                   CIRCLE GROUP INTERNET INC. AND SUBSIDIARIES
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - ACQUISITION (CONTINUED)

Fiber-Gel entered into a license agreement with the USDA for the development and
commercialization of Z-Trim in the United States and Canada. Upon execution of
the agreement, Fiber-Gel paid the USDA a license execution fee of $50,000, which
is capitalized as an intangible asset. The Company adopted SFAS 142 and 144, and
performed the impairment review related to the carrying value of the license
agreement as of September 30, 2002. The license agreement was determined to have
no fair market value as of that date and an impairment charge of $50,000 was
recorded.

Goodwill, which represents the excess of the purchase price of an investment in
an acquired business over the fair value of the underlying net identifiable
assets, is not being amortized but will be reviewed annually for impairment, or
more frequently if impairment indicators arise, in accordance with SFAS 142.

NOTE 4 - COMPREHENSIVE LOSS

The Company's accumulated other comprehensive loss consists of the accumulated
net unrealized gains or losses on available-for-sale investments. The components
of the Company's comprehensive loss are as follows:

<TABLE>
<CAPTION>


                                             Three Months ended                        Nine Months ended
                                                September 30,                            September 30,
                                          2002                2001                 2002                 2001
                                      -----------          -----------          -----------          -----------
<S>                                   <C>                  <C>                  <C>                  <C>
Net (loss)                            $  (508,602)         $(1,416,299)         $(2,612,423)         $(3,286,093)
Unrealized  (Loss) on
  available for sale securities                --             (131,689)                  --             (193,327)
                                      -----------          -----------          -----------          -----------
Comprehensive (loss)                  $  (508,602)         $(1,547,988)         $(2,612,423)         $(3,479,420)
                                      ===========          ===========          ===========          ===========

</TABLE>


The net unrealized losses on equity securities for the three and nine months
ended September 30, 2001 primarily reflect the mark to market loss for the
investment in Startech Environmental Corp. ("Startech"). During 2002, the
Company sold all shares in Startech for $210,545 and realized a gain of $19,325.

Due to the Company's net loss for each of the periods presented above, there are
no tax effects allocated to any components of comprehensive net loss for the
periods.

NOTE 5 - SALE AND LEASEBACK

In August 2002, the Company sold certain property and equipment to an unrelated
party for $121,500 and leased the equipment back from the party under three
lease agreements that were classified as capital leases in accordance with SFAS
13, "Accounting for Leases." The capitalized cost and accumulated depreciation
of the leased back property and equipment at September 30, 2002 was $121,500 and
$9,720, respectively.

The following table presents the future minimum lease payments under the capital
leases together with the present value of the minimum lease payments as of
September 30, 2002:

<PAGE>


                   CIRCLE GROUP INTERNET INC. AND SUBSIDIARIES
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - SALES AND LEASEBACK (CONTINUED)

Year Ending December 31,
------------------------
2002                                          $  12,635
2003                                             42,270
2004                                             42,270
2005                                             42,270
2006                                             35,296
Thereafter                                       12,767
                                              ---------
Total minimum lease payments                    187,508
Lease amount representing interest               71,070
                                              ---------
Present value of minimum lease payments         116,438
Less: current portion                             7,846
                                              ---------
Non-current portion                           $ 108,592
                                              =========



The leases bear interest rate ranging from 5.4% to 8.0%.

The Company incurred a loss of $16,413 from the disposition:

                 Selling price                $ 121,500
                 Cost of equipment              342,171
                 Accumulated depreciation      (204,258)
                                              ---------
Book value of equipment                         137,913
                                              ---------

Loss on disposition of equipment              $ (16,413)
                                              =========

The Company accounts for the disposition in accordance with SFAS 28, "Accounting
for Sales with Leasebacks", and accordingly, the loss on the sale was recognized
in the period of the sale and leaseback.

NOTE 6 - NOTE PAYABLE-RELATED PARTY

On August 2, 2002, the Company borrowed $149,000 from the Chairman of the Board
of Director and signed demand promissory note in return. The notes provided for
interest to be paid monthly at the rate of 5% per annum. During the period, the
Company accrued interest charges of $1,183 related to the note. As of September
30, 2002, the balance of the note and related accrued interest was $133,000 and
$562, respectively.

NOTE 7 - NONCASH FINANCING ACTIVITIES

During 2002, the Company issued 721,968 shares of common stock to consultants as
payment for professional services rendered. The fair value of the stock at the
time of issuance ranged from $0.17 to $2.50 per share. The total amount of
$768,330 was charged to operations.

<PAGE>


                   CIRCLE GROUP INTERNET INC. AND SUBSIDIARIES
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - SALES OF IMPAIRED INVESTMENT

During the third quarter of 2002, the Company sold all of the shares of an
associated company, which was determined to be impaired other than temporary and
was written down to zero in 2001, for $295,213. The Company recognized the total
proceeds as a gain.

NOTE 9 - NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per
share:

<TABLE>
<CAPTION>


                                                         Three Months Ended                      Nine Months Ended
                                                         ------------------                      -----------------
                                                            September 30,                          September 30,
                                                      2002                2001                2002                2001
                                                  ------------        ------------        ------------        ------------
         <S>                                      <C>                 <C>                 <C>                 <C>
         Numerator:
           Net (loss)                             $   (508,602)       $ (1,416,299)       $ (2,612,423)       $ (3,286,093)
                                                  ------------        ------------        ------------        ------------

         Denominator:
           Weighted average number
            of shares outstanding                   22,613,582          19,852,935          20,951,604          19,846,321
                                                  ------------        ------------        ------------        ------------


         Net loss per share-
          basic and diluted                       $      (0.02)       $      (0.07)       $      (0.12)       $      (0.17)
                                                  ============        ============        ============        ============

</TABLE>


As the Company incurred a net loss for the three and nine months ended September
30, 2002, the effect of dilutive securities totaling 2,136,000 equivalent shares
has been excluded from the calculation of diluted loss per share because their
effect was anti-dilutive. As the Company incurred a net loss for the three and
nine months ended September 30, 2001, the effect of dilutive securities totaling
1,818,000 equivalent shares has been excluded from the calculation of diluted
loss per share as their effect was anti-dilutive.

NOTE 10 - SEGMENT INFORMATION

Description of products and services from reportable segments:

The Company organizes its business units into four reportable segments:
e-finance, business consulting, e-tailer and software development.

Measurement of segment profit or loss and segment assets:

The Company reviews the operating companies income to evaluate segment
performance and allocate resources. Operating companies' income for the
reportable segments excludes income taxes, minority interest and amortization of
goodwill. Provision for income taxes is centrally managed at the corporate level
and, accordingly, such items are not presented by segment. The segments'
accounting policies are the same as those described in the summary of
significant accounting policies.

Intersegment transactions: Intersegment transactions are recorded at cost.

<PAGE>


                   CIRCLE GROUP INTERNET INC. AND SUBSIDIARIES
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - SEGMENT INFORMATION (CONTINUED)

Factors management used to identify the reportable segments:

The Company's reportable segments consist of a wholly owned distributor of
pillows, blankets and other bedding products to airlines, hospitals and other
commercial and institutional customers and an investment banking subsidiary that
is a fully licensed broker-dealer with activities focused on the internet sector
and, more generally, on issuers who seek to market their stock offerings to
investors with a technology interest. The software development subsidiary
produces and markets a patent-pending digital rights management (DRM) system
that guides consumers to register and authorize access to multimedia content and
commercial software via the Internet when utilizing the material on their
computers.

Summarized financial information of the Company's results by operating segment
is as follows:

<TABLE>
<CAPTION>

                                                  Three Months ended                      Nine Months ended
                                                     September 30,                           September 30,
                                                2002              2001                 2002                2001
                                           -------------------------------         -------------------------------
<S>                                        <C>                 <C>                 <C>                 <C>
Net Revenue:
  E-Finance                                $     5,000         $        --         $     5,000         $        --
  Business Consulting                           40,899               3,251              58,349              22,976
  E-tailer                                     275,087             182,403             407,094             422,951
  Software Development                              --                  --                  --                  --
                                           -------------------------------         -------------------------------
                                           $   320,986         $   185,654         $   470,443         $   445,927
Operating Income (Loss):
  E-Finance                                $      (483)        $(1,005,730)        $   (10,350)        $(1,011,282)
  Business Consulting                         (766,685)           (713,811)         (2,771,815)         (2,445,560)
  E-tailer                                       1,908              27,290              (9,026)             39,689
  Software Development                            (879)            (10,721)           (101,128)           (257,649)
                                           -------------------------------         -------------------------------
                                           $  (766,139)        $(1,702,972)        $(2,892,319)        $(3,674,802)
Net Income(Loss) before tax:
  E-Finance                                $   179,215         $  (713,916)        $   188,151         $  (644,586)
  Business Consulting                         (638,898)           (721,409)         (2,641,933)         (2,432,555)
  E-tailer                                       1,960              30,283              (7,512)             50,305
  Software Development                            (879)            (10,721)           (101,128)           (257,649)
                                           -------------------------------         -------------------------------
Net (loss) by  reportable segments         $  (458,602)        $(1,415,763)        $(2,562,422)        $(3,284,485)
 All other net (loss)                          (50,000)                 --             (50,000)                 --
 Amortization of Goodwill                            0                (536)                  0              (1,608)
                                           -------------------------------         -------------------------------

Consolidated net loss before
Income Taxes                               $  (508,602)        $(1,416,299)        $(2,612,422)        $(3,286,093)
                                           =======================================================================

</TABLE>

<PAGE>



                   CIRCLE GROUP INTERNET INC. AND SUBSIDIARIES
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - SEGMENT INFORMATION (CONTINUED)


                                                        September 30,
         Total Assets:                             2002               2001
                                               ------------------------------

         E-Finance                             $  173,074          $  929,828
         Business Consulting                      916,519           2,204,700
         E-tailer                                 217,753             457,870
         Software                                  13,470              49,465
                                               ------------------------------

                                                1,320,816           3,641,863
         Unallocated amount:
           Goodwill                               542,800              27,336
                                               ------------------------------

         Consolidated assets                   $1,863,616          $3,669,199
                                               ==============================



NOTE 11 - COMMITMENT

In August 2002, Fiber-Gel (the subsidiary) entered into a license agreement with
USDA for the development and commercialization of Z-Trim in the United States
and Canada. Under the agreement, Fiber-Gel will pay USDA an annual license
maintenance fee in accordance with the following schedule:

                             Date                                     Amount
             -------------------------------------                 -----------
             March 1, 2003                                         $  2,000.00
             March 1, 2004                                         $  5,000.00
             March 1, 2005                                         $  7,500.00
             March 1, 2006                                         $  7,500.00
             March 1, 2007 and thereafter                          $ 10,000.00




<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to assist in understanding the financial
condition and results of operations of Circle Group Internet Inc. You should
read the following discussion along with our financial statements and related
notes included in this Form 10-QSB. The following discussion contains
forward-looking statements that are subject to risks, uncertainties and
assumptions. Our actual results, performance and achievements in 2002 and beyond
may differ materially from those expressed in, or implied by, these forward
looking statements.

FORWARD-LOOKING STATEMENTS

When used in this Form 10-QSB and in future filings by us with the Securities
and Exchange Commission, in our press releases or other public or shareholder
communications, and in oral statements made with the approval of an authorized
executive officer, the words "believes," "intends," "expects," "may," "will,"
"should," "plan," "projected," "contemplates," "anticipates," or similar
statements are intended to identify forward-looking statements. Our ability to
predict results or the actual effect of future plans or strategies is uncertain.
Factors which could have a material adverse effect on our operations include,
but are not limited to, changes in interest rates, general economic conditions,
and legislative/regulatory changes, competition, demand for financial services
in our market areas and accounting principles and guidelines. These risks and
uncertainties should be considered in evaluating forward-looking statements and
you should not place undue reliance on these forward-looking statements, which
apply only as of the date of this filing. We undertake no obligation to release
publicly the result of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date of this Form
10-QSB or to reflect the occurrence of unanticipated events.

BACKGROUND

Circle Group is an Internet company with e-finance, business consulting,
e-tailer, and software development divisions. Our business is built around the
common theme of Internet-enhanced operations.

We believe that the growth of the digital marketplace over the past few years
has created unprecedented business opportunities. We believe that, while some
dot.com companies have grown, very few have profited, and fewer still have
created business models that allow for sustained growth and profitability. As
competition intensifies, business and consumer e-commerce customers become more
demanding of their suppliers, resulting in more expensive financing and an
increased level of difficulty in obtaining funding.

Under our unique business model, a partnership is created with the entrepreneurs
to assist them in many aspects of their business. The specialized
mentor-oriented services offered by our eMentor Capital(TM) business model
differ from traditional methods by empowering entrepreneurs rather than
controlling them.

SUMMARY OF FINANCIAL RESULTS

Total assets decreased by approximately $393,579 at September 30, 2002 from
$2,257,195 at December 31, 2001. The decrease in total assets resulted
primarily from operating expenses for that period.

Total equity decreased by approximately $1,372,781 to $ at September 30, 2002,
from $1,973,923 at December 31, 2001. The decrease in equity was primarily
comprised of the net loss for the nine months ended September 30, 2002 of
$3,150,161, offset by the sale of common stock which raised $416,250.


<PAGE>

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2002 AS COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2001

Revenues

Revenues did not change significantly for the nine months ended September 30,
2002 from the nine months ended September 30, 2001. The following table provides
a breakdown of the revenues for our divisions for the periods indicated:

                                               Nine months ended September 30,
                                              2002                      2001
                                           ---------                  ---------

        Business Consulting                 $ 58,349                  $ 22,976
        E-Finance                              5,000                         0
        E-tailer                             407,094                   422,951
        Software Development                       0                         0
                                            --------                  --------
           Total Revenues                   $470,443                  $445,927
                                            ========                  ========
Operating expenses

Operating expenses consist of payroll and related costs, insurance, occupancy
expenses, professional fees, and general operating expenses. Total operating
expenses decreased by $1,296,965 or approximately 42.3% to $1,769,716 for the
nine months ended September 30, 2002 from the nine months ended September 30,
2001.

Other income

Total other income for the nine months ended September 30, 2002 was $329,896.
Other income included $314,538 in realized gain on securities. Total other
income was $387,758 for the comparable period in fiscal 2001. This included
$181,959 of interest income and $200,000 for recovery of bad debt.

Net loss

We reported a net loss of $2,612,423 for the nine months ended September 30,
2002 as compared to a net loss of $3,286,093 for the nine months ended September
30, 2001.

THREE MONTHS ENDED SEPTEMBER 30, 2002 AS COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001

Revenues

Revenues did not change significantly for the three months ended September 30,
2002 from the three months ended September 30, 2001. The following table
provides a breakdown of the revenues for our divisions for the periods
indicated:

                                              Three months ended September 30,
                                               2002                      2001
                                            ----------                ----------
        Business Consulting                 $   24,000                $    3,251
        E-Finance                                5,000                         0
        E-tailer                               158,544                   182,403
        Software Development                         0                         0
                                            ----------                ----------
           Total Revenues                   $  187,544                $  185,654
                                            ==========                ==========

<PAGE>


Operating expenses

Operating expenses consist of payroll and related costs, insurance, occupancy
expenses, professional fees, and general operating expenses. Total operating
expenses decreased by $40,055 or approximately 7.7% to $479,730 for the three
months ended September 30, 2002 from the three months ended September 30, 2001.

Other income

Total other income for the three months ended September 30, 2002 was $307,537.
Other income included $317,704 in realized gain on securities. Total other
income was $284,650 for the comparable period in fiscal 2001. This included
$81,531 of interest income and $200,000 for recovery of bad debt.

Net loss

We reported a net loss of $508,602 for the three months ended September 30,
2002 as compared to a net loss of $1,416,299 for the three months ended
September 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2002, we had a working deficit of $204,134, a decrease of
$710,430 from December 31, 2001. At September 30, 2002, our cash on hand
decreased to $129,008 from $629,508 at December 31, 2001.

Net cash used by operating activities was $1,642,637 for the nine months ended
September 30, 2002 as compared to net cash used by operating activities of
$2,337,437 for the nine months ended September 30, 2001.

Net cash provided by investing activities was $597,949 for the nine months
ended September 30, 2002, as compared to net cash used by investing activities
of $41,175 for the nine months ended September 30, 2001.

Net cash provided by financing activities was $544,188 for the nine months ended
September 30, 2002 compared to $0 for the nine months ended September 30, 2001.

We have primarily funded our operations through the sale of our common stock.
Other than our working capital and trading securities, we do not presently have
any additional sources of liquidity.

In the near term, we expect operating costs to continue to exceed funds
generated from operations. As a result, we expect to continue to incur operating
losses and may not have enough money to grow our business in the future. The
Company can give no assurance that it will achieve profitability or be capable
of sustaining profitable operations. As a result, operations in the near future
are expected to continue to use working capital.

To successfully grow the individual segments of the business, the Company must
decrease its cash burn rate, improve its cash position and the revenue base of
each segment, and continue to succeed in its ability to raise additional capital
through a combination of primarily public or private equity offerings or
strategic alliances. The Company also depends on certain important employees,
and the loss of any of those employees may harm the Company's business.

<PAGE>


The Company has generated approximately $416,00 in additional operating capital
through sales of its common stock in a private placement offering during the
first six months 2002. In addition, we liquidated one of our investments over
the third quarter generating additional operating capital of $295,213.

SPECIAL CAPITAL CONSIDERATIONS OF CGI CAPITAL

CGI Capital, a wholly owned subsidiary of Circle Group must follow the SEC's
Uniform Net Capital Rule, Rule 15c3-1, which is designed to measure the
financial integrity and liquidity of a broker-dealer, and the minimum net
capital deemed necessary to meet its commitments to its customers. Rule 15c3-1
provides that a broker-dealer doing business with the public must not permit its
aggregate indebtedness to exceed 15 times its net capital or, alternatively,
that it not permit its net capital to be less than 2% of aggregate debit items
as calculated by the rule. As of this date, CGI Capital is required to maintain
a minimum net capital of $5,000. As of September 30, 2002, it had net capital in
excess of the minimum net capital required of $800,193. The minimum net
capital required is based upon the nature of CGI Capital's broker-dealer
business. If CGI Capital remains principally engaged in the offer and sale of
private placement securities, then its net capital requirement remains at
$5,000.

NEW ACCOUNTING STANDARDS

SFAS No. 143, Accounting for Asset Retirement Obligations, addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. The
statement requires that the fair value of a liability for an asset retirement
obligation be recognized in the period it is incurred if a reasonable estimate
of fair value can be made. The associated retirement costs are capitalized as a
component of the carrying amount of the long-lived asset and allocated to
expense over the useful life of the asset. The statement is effective for
financial statements issued for fiscal years beginning after June 15, 2002.
Management believes the adoption of the statement will not have a material
effect on the Company's financial statements.

In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," was issued and establishes accounting and reporting
standards for the impairment or disposal of long-lived assets. This statement
supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed." SFAS No. 144 provides one accounting
model to be used for long-lived assets to be disposed of by sale, whether
previously held for use or newly acquired and broadens the presentation of
discontinued operations to include more disposal transactions. The provisions of
SFAS No. 144 are effective for financial statements issued for fiscal years
beginning after December 15, 2001. Accordingly, the statement was effective for
the Company for the fiscal quarter beginning January 1, 2002 and it did not have
an impact on its financial position.

In June 2002, FASB issued Statement No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. The standard requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the standard include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operation, plant closing, or other exit or disposal activity. Previous
accounting guidance provided by EITF Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring) is replaced by this
Statement. Statement 146 is to be applied prospectively to exit or disposal


<PAGE>


activities initiated after December 31, 2002. Management does not anticipate
that the adoption of this Statement will have a significant effect on the
Company's financial statements.

FACTORS THAT MAY AFFECT FUTURE RESULTS AND INFORMATION CONCERNING
FORWARD-LOOKING STATEMENTS

Statements contained in this filing which are not statements of historical fact
are forward-looking statements within the meaning of the Securities Act of 1933
and the Securities Exchange Act of 1934. Forward-looking statements are made by
us based upon management's current expectations and beliefs concerning future
developments and their potential effects upon the company. There can be no
assurance that future developments affecting Circle Group will be those
anticipated by management, and there are a number of factors that could
adversely affect Circle Group's future operating results or cause our actual
results to differ materially from the estimates or expectations reflected in
such forward-looking statements, including, without limitation, the factors set
forth below:

ABILITY TO OBTAIN ADDITIONAL FINANCING. Circle Group does not anticipate that
its revenues in the foreseeable future will be sufficient to fulfill its
business plan without the need for additional capital. Therefore, we need to
raise additional funds to finance our operations, fund expansion and respond to
competitive pressures. There can be no assurance that we will be able to obtain
additional financing, if needed, on acceptable terms, or at all.

COMPETITIVE AND RAPIDLY CHANGING MARKETPLACE. There is significant competition
in the e-finance, business consulting e-tailer, and software development
divisions in which the Company conducts its business. In addition, the market
for our business is rapidly changing and there are many uncertainties. Many of
our competitors have longer operating histories, larger customer bases, greater
brand recognition and significantly greater financial, marketing and other
resources than us. These competitors may be able to devote substantially more
resources to developing their business than we may. Our ability to compete
depends upon a number of factors within and outside our control, including
market conditions, the capital raising environment and industry acceptance of
our web development services and software products.

DEPENDENCE ON INTELLECTUAL PROPERTY. Our success depends in part on our ability
to obtain patents, copyrights and trademarks, maintain trade secret protection
and operate without infringing the proprietary rights of others. Current or
future claims of intellectual property infringement could prevent us from
obtaining technology of others and could otherwise adversely affect our
operating results, cash flows, financial position or business, as could expenses
incurred by us in enforcing our intellectual property rights against others or
defending against claims that our product infringe the intellectual property
rights of others.

KEY PERSONNEL. Our future success depends to a significant extent on the
continued services of senior management and other key personnel. The loss of the
services of any of our executive officers or other key employees could harm our
business. Our future success also depends on our ability to attract, retain and
motivate highly skilled employees. Competition for qualified employees in the
industries in which we engage is intense. If we fail to hire and retain a
sufficient number of qualified employees, our business can be adversely
affected.

Factors unrelated to our operating performance, including economic and business
conditions; the loss of significant customers; the outcome of future litigation
and market conditions could also adversely affect our operating results.

GOING CONCERN. The Company's consolidated financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the settlement of liabilities and commitments in the normal course of
business. In the near term, the Company expects operating costs to continue to
exceed funds generated from operations. As a result, the Company expects to
continue to incur operating losses and may not have enough money to grow its
business in the future. The Company can give no assurance that it will achieve
profitability or be capable of sustaining profitable operations. As a result,
operations in the near future are expected to continue to use working capital.


<PAGE>



                                     PART II
                                OTHER INFORMATION

ITEM 6.            EXHIBITS AND REPORTS ON FORM 8-K

                  (a)    Exhibits

            Exhibit No.                        Description
            -----------                        -----------

               2.1           Articles of Incorporation of Circle Group Internet
                             Inc. [Incorporated by reference to Exhibit 2.1 to
                             Circle Group's Form 1-A (SEC File No. 24-3874)]

               2.2           Bylaws of Circle Group Internet Inc. [Incorporated
                             by reference to Exhibit 2.2 to Circle Group's
                             Form 1-A (SEC File No. 24-3874)]

               3.1           Specimen Certificate for Common Stock [Incorporated
                             by reference to Exhibit 3.1 to Circle Group's
                             Registration Statement on Form 10-SB (SEC File No.
                             000-27841)]

               6.1           Gregory J. Halpern Employment Agreement
                             [Incorporated by reference to Exhibit 6.1 to Circle
                             Group's Registration Statement on Form 10-SB (SEC
                             File No. 000-27841)]

               6.2           Arthur Tanner Employment Agreement [Incorporated by
                             reference to Exhibit 6.2 to Circle Group's
                             Registration Statement on Form 10-SB (SEC File No.
                             000-27841)]

               6.3           Michael Theriault Employment Agreement
                             [Incorporated by reference to Exhibit 6.3 to
                             Circle Group's Registration Statement on Form 10-SB
                             (SEC File No. 000-27841)]

               6.4           Dana Dabney Employment Agreement [Incorporated by
                             reference to Exhibit 6.4 to Circle Group's
                             Registration Statement on Form 10-SB (SEC File No.
                             000-27841)]

               6.5           Addendum to Gregory J. Halpern's Employment
                             Agreement [Incorporated by reference to Exhibit 6.5
                             to Circle Group's Registration Statement on Form
                             10-SB (SEC File No. 000-27841)]

               6.6           Circle Group Internet Inc. 1999 Stock Option Plan
                             [Incorporated by reference to Exhibit 6.6 to Circle
                             Group's Registration Statement on Form 10-SB (SEC
                             File No. 000-27841)]

               6.7           Industrial Lease Agreement between CLO Enterprises
                             and Circle Group Internet Inc. dated May 20, 1999
                             [Incorporated by reference to Exhibit 6.7 to Circle
                             Group's Registration Statement on Form 10-SB (SEC
                             File No. 000-27841)]

               6.8           Industrial Lease Agreement between CLO Enterprises
                             and Circle Group Internet Inc. dated June 18, 1999
                             [Incorporated by reference to Exhibit 6.8 to Circle
                             Group's Registration Statement on Form 10-SB (SEC
                             File No. 000-27841)]

                (b)      REPORTS ON FORM 8-K

                         NONE.




<PAGE>





                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        CIRCLE GROUP INTERNET INC.
                                        (Registrant)


Date:  November 14, 2002
                                         By:  /s/ Gregory J. Halpern,
                                              ----------------------------------
                                              Gregory J. Halpern, President and
                                              Chief Executive Officer

                                         By:  /s/ Arthur C. Tanner,
                                              ----------------------------------
                                              Arthur C. Tanner, Chief Financial
                                              Officer

                                         By:  /s/  James H. Schneider,
                                              ----------------------------------
                                              James H. Schneider, Principal
                                              Accounting Officer

<PAGE>

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                           PURSUANT TO 18 U.S.C. 1350
                 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

I, Gregory J. Halpern, President and Chief Executive Officer (principal
executive officer) of Circle Group Internet, Inc. (the "Registrant"), certifies
that to the best of my knowledge, based upon a review of the Quarterly Report on
Form 10-QSB for the period ended September 30, 2002 of the Registrant (the
"Report"):

         (1) The Report fully complies with the requirements of Section 13(a) of
the Securities Exchange Act of 1934, as amended; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Registrant.

             /s/ Gregory J. Halpern
             ---------------------------
             Name:    Gregory J. Halpern
             Date: November 14, 2002

<PAGE>


                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                           PURSUANT TO 18 U.S.C. 1350
                 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

I, Arthur C. Tanner, Chief Financial Officer (principal financial officer) of
Circle Group Internet, Inc. (the "Registrant"), certifies that to the best of my
knowledge, based upon a review of the Quarterly Report on Form 10-QSB for the
period ended September 30, 2002 of the Registrant (the "Report"):

         (1) The Report fully complies with the requirements of Section 13(a) of
the Securities Exchange Act of 1934, as amended; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Registrant.

             /s/ Arthur C. Tanner
             -----------------------
             Name: Arthur C. Tanner
             Date: November 14, 2002


<PAGE>

                           CERTIFICATIONS PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Gregory J. Halpern, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Circle Group
       Internet Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary
       to make the statements made, in light of the circumstances under which
       such statements were made, not misleading with respect to the period
       covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       quarterly report;

4.     The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       we have:

         a)   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant, including its
              consolidated subsidiaries, is made known to us by others within
              those entities, particularly during the period in which this
              quarterly report is being prepared;

         b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

         c)   presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.     The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent function):

         a)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

         b)   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

<PAGE>


6.     The registrant's other certifying officers and I have indicated in this
       quarterly report whether or not there were significant changes in
       internal controls or in other factors that could significantly affect
       internal controls subsequent to the date of our most recent evaluation,
       including any corrective actions with regard to significant deficiencies
       and material weaknesses.

Date:  November 14, 2002
       ----------------------------


                                          /s/Gregory J. Halpern
                                          --------------------------------------
                                          Gregory J. Halpern
                                          President and Chief Executive Officer


<PAGE>


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Arthur C. Tanner, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Circle Group
       Internet Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary
       to make the statements made, in light of the circumstances under which
       such statements were made, not misleading with respect to the period
       covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       quarterly report;

4.     The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       we have:

         a)   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant, including its
              consolidated subsidiaries, is made known to us by others within
              those entities, particularly during the period in which this
              quarterly report is being prepared;

         b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

         c)   presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.     The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent function):

         a)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

         b)   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

6.     The registrant's other certifying officers and I have indicated in this
       quarterly report whether or not there were significant changes in
       internal controls or in other factors that

<PAGE>


       could significantly affect internal controls subsequent to the date of
       our most recent evaluation, including any corrective actions with regard
       to significant deficiencies and material weaknesses.

Date:  November 14, 2002
       -----------------


                                                /s/Arthur C. Tanner
                                                --------------------------------
                                                Arthur C. Tanner
                                                Chief Financial Officer